Mar 8 2006
On 3 March 2006, Arcelor, Société Nationale d'Investissement (SNI, Morocco) and the reference shareholders of Sonasid (MAMDA-MCMA, Axa Assurances Maroc, RMA-Watanya, CIMR, and Attijariwafabank) have signed a strategic partnership agreement for the development of Sonasid (Société Nationale de Sidérurgie).
The main objective of the agreement is to consolidate and develop the position of Sonasid on the Moroccan market and to allow it to benefit from the transfer of Arcelor's technologies and skills in the long carbon steel product sector. Furthermore, Arcelor and SNI have agreed to jointly analyse the possibility of Sonasid becoming a platform for future developments in the region.
This ambitious project will be value accretive for Sonasid and for all its shareholders. It will enable Arcelor to strengthen its positions in markets with a high growth potential.
This agreement foresees, in particular, that, subject to the fulfilment of certain suspensive conditions, Arcelor, SNI and the reference shareholders will group their respective stakes in Sonasid's capital by transferring their Sonasid shares, at a price of MAD 1,350 per share, to a holding company specifically created for the purpose.
Concomitantly, Arcelor will subscribe a reserved all-cash capital increase, after which the capital of the holding company will be distributed 50/50 between Arcelor and the group of shareholders formed by SNI and the current reference shareholders of Sonasid. These operations are conditional upon the authorisation of the competition authorities.
At the end of this stage, the holding company will hold 64.86% of Sonasid's capital.
In compliance with the Moroccan stock exchange regulations, the holding company will make a take-over bid for all the remaining shares of Sonasid.
The conditions for this take-over bid will the same as for the transfers of Sonadid shares to the holding company by Arcelor, SNI and the reference shareholders, i.e. MAD 1,350 per share. This operation will be subject to the decision of the Conseil Déontologique des Valeurs Mobilières regarding the admissibility of the bid.
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